


Turnabout

by Little_Cinch



Category: The Walking Dead (TV)
Genre: Alternate Universe - Canon Divergence, Explicit Sexual Content, F/M, Flirting, Fluff, Humor, Resolved Sexual Tension, Unresolved Sexual Tension
Language: English
Status: Completed
Published: 2013-12-16
Updated: 2013-12-16
Packaged: 2018-07-14 20:44:21
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 14
Words: 20,295
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7189511
Author URL: https://archiveofourown.org/users/Little_Cinch/pseuds/Little_Cinch
Summary: <blockquote class="userstuff">
              <p>This starts as an alternate version of the flirting-on-the-bus scene from 3x01. Daryl decides to get even. Rating for potty mouth and sexy adult themes. This was one of my earliest fics.</p>
            </blockquote>





	1. Turnabout

**Author's Note:**

> **Most of the dialogue is from episode 3 x 01 and doesn't belong to me. The Walking Dead and all related characters do not belong to me - I'm just taking them out to play.**

Daryl stood on the overturned bus eying the fence line wearily. They had made their way into the prison yard, though they were all exhausted and nearly starving. They were far from safe, but this was the most defensible place they'd had in months. The group was gathered around the fire up the slope behind him, resting and sharing what little food they had. Daryl had chosen to keep watch, even though Rick paced the perimeter repeatedly. He knew Rick was too exhausted and strung out to be truly reliable on watch. Besides, he'd rather be on his own. When the group gathered around the fire in the evenings, they tended to get all touchy-feely, talk about their feelings, and share stories about the good old pre-apocalypse days. He made a face. He never saw the point of dwelling on things past. Good or bad, they were done and gone. No need to stir up shit.

He heard her approach, but didn't look back. She'd be bringing him food, of course – always hovering around him being the mother hen. Used to be that woulda bugged the hell out of him, but he'd come to find he didn't mind so much. He felt at ease when she was around. Didn't feel like he had anything to prove, because for some damn reason, she seemed to like him just like he was. Over the hard winter they'd found an easy friendship. He'd taken to skipping meals more often because he knew she'd notice and bring him something.

Carol circled around to the bus's undercarriage and slid a bowl up to him before scrambling up herself. He knew she was perfectly capable of reaching the top, but he slung his crossbow over his back and offered a hand anyway. He retrieved the bowl and picked at the meager bits with his fingers.

She spoke first. "That's not much, but if I don't bring you something you won't eat at all."

"Yeah, I guess lil Shane over there's got quite the appetite."

"Don't be mean," she chided him, but a smile broke through anyway. "Rick's gotten us a lot farther than I ever thought he would, I'll give him that."

He grunted a vague affirmative.

"Shane could never have done that," she added. She scrunched up her shoulder then, stretching it as if it hurt her.

"'S wrong?"

"That rifle? The kickback? Just not used to it." She gave her neck a squeeze, then folded her arms back in front of her.

Daryl put down the now empty bowl and waved her over. "C'mere." He sucked the last of the squirrel grease off his fingers and turned her away from him. He worked the muscles of her neck and shoulder, trying to loosen them up a little. She glanced back at him for just a moment, then turned away with a little smile. He was suddenly terribly aware of his hands on her, making him fumble and hesitate. Despite being too thin, her body felt soft and warm to his touch. An image of her flashed into his head – of her arching into his touch, her hot skin bare beneath his fingers.

He dropped his hands and shifted his weight uncomfortably as his face heated. "Better get back."

She slowly turned to face him with sparkling eyes and a sassy grin. God, he hoped she couldn't see the flush spreading through his cheeks. If she knew what he'd been thinking, she'd either die of embarrassment or tease him about it until HE did.

"Pretty romantic," she drawled, blinking sweetly at him. "Screw around?"

The image of her skin under his hands flashed through his head again – hot and slick with sweat as bodies moved together... _Aw, shit._ Instant boner. Goddammit!

"Pffft!" he scoffed. He chanced a look at her face to see if she noticed his...situation. Her eyes were bright and she burst out laughing. Damnable woman loved to make him squirm. Did she even _know_ what she did to him?

Time to get the hell out of there. "I'll go down first."

"Even better."

_Fuck!_ His mind supplied all kinds of images for that one. His pants grew increasingly uncomfortable.

"Stop!" He was unable to think of anything more coherent. He hopped down from the bus and shifted himself as discreetly as possible, trying to think of anything but Carol's skin. Or her smooth shoulders. Her eyes. The soft curve of her... Dammit.

She climbed down after him, smirking and clearly very pleased with herself. She grabbed the bowl and turned to round the bus and head back toward the fire. He scowled to cover his blush. She peeked over her shoulder at him as she walked, flashing a wicked grin. His eyes narrowed.

_That's it. Two can play this game. Fuck embarrassed. Fuck flustered. It's all in._

"Wait."

She stopped near the far end of the bus and turned back.

He caught her eyes with his own and held them. He tipped his chin up. "What would you do if I said yes?"

The teasing smile on her face faltered and she blinked, eyebrows climbing. "What?"

"What would you do," he moved toward her steadily, stalking her, "if I said yes?"

"Um. If you said yes? You mean...if..."

He stepped closer, pressing into her personal space. He could feel the heat of her skin. Turning so she was between him and the bus, he looked down at her face, never breaking their gaze. Her eyes were huge, and her mouth hung open after her words trailed off. She shivered as he trailed one finger gently down a collarbone. He reached out to rest his hand on the bus beside her head. Leaning in to the other side, he let his lips just barely brush against her ear as he spoke.

"Don't ask a question unless you're ready for the answer," he growled softly. Then, just to be ornery, he nipped her earlobe, letting his lips linger for a moment. Her breath hitched and a squeaky little moan escaped her.

Satisfied he'd sufficiently turned the tables, he took a couple steps back. He quirked a smile as he let his eyes wander up and down her form. No wonder she seemed to get off on teasing him. Knowing he was the reason for her ragged breathing and glazed eyes sent a powerful rush straight to his groin. Damn that woman anyway. Guess it didn't matter who was doing the teasing – his body responded to her either way.

Carol leaned against the bus, empty bowl still clutched in her shaking hands. He turned and sauntered away as casually as he could with a raging erection. He'd have to take care of that later. _Still_ , he thought. _Totally worth it._


	2. First

Carol clung to the empty bowl like a lifeline. Her ear burned where his lips had touched her, and her face was on fire. Unsure if her shaking legs would hold her, she pressed back against the bus's undercarriage, not caring that she'd have grease stains on top of the usual dirt and grime. Daryl's eyes slid up and down her body in a way that made her squirm – those eyes of his, usually so guarded and shy, smoldering under his lashes, scorched her skin wherever they touched. Then he turned and walked away wearing that slight, but oh-so-cocky smirk.

Holy shit! What in the hell just happened?

She took a deep, shuddering breath and pushed off the bus to follow him back to the group gathered around the fire. Beth was singing something, and Carol was grateful to have something to pretend to focus on so she could avoid Daryl's eyes. She watched Beth intently while she pulled her body and mind back under control.

After Beth finished singing, Rick encouraged them all to get some rest for their "big day" of clearing the prison of walkers. He walked away from the group then to make another circuit of the fence line, and Lori struggled to her feet to follow. Carol found a seat by the fire. They had all been enjoying the evening before this – their first night in relative safety in months. She sighed and hugged her knees. She dreaded knowing the danger they would be putting themselves into the next day, but she also knew Rick was right. The risk was worth it. They needed that prison.

She was so absorbed in thinking about what tomorrow would bring that she twitched when Daryl settled himself next to her by the fire. He usually sat nearby, but this time she was so wired and he sat so close that her skin tingled in response. So much for getting herself under control – tension hummed through her whole body. Under the guise of adjusting her sweater, she tried to scootch away from him a tiny bit, just to get some breathing room. He definitely noticed. She could feel him laughing at her, even though he neither moved nor made a sound. Without moving her head, she carefully peeked sideways at him under her lashes. He looked totally relaxed, sitting and watching the fire like nothing had happened. His eyes never moved her way, but a tiny smile crept onto his face anyway. She scowled and puffed air through her nose. This wasn't right. This wasn't how it was supposed to go.

* * *

She and Daryl had gradually grown closer over the winter. Their uneasy bond that formed at the farm became more comfortable for both of them. She liked Daryl, despite his crankiness – she knew he had a good heart, even if he didn't believe it himself. She was pretty sure he liked her, too. Or at least he didn't DISlike her. After they left the farm, more and more of their time was spent together – he taught her to shoot and how to set snares, they sat on watch together, ate together, and slept side by side on cold winter nights. At first they didn't talk much, but the silence between them was never awkward or uncomfortable. They just enjoyed the comfort of being around another person who had no expectations of them.

On one of the coldest days that winter, the group was stuck without shelter for the night. They had been driven out of the farmhouse they'd sheltered in the previous days by a small herd of approaching walkers. The group had slipped out the side of the deteriorating house just before twilight and made it as far north as possible before night fell. There had been no other sign of shelter – no houses, sheds, shops, nothing. So they pulled the vehicles off the road as far into the trees as they could and huddled up for the night. It was bitterly cold and a light drizzle coated everything with ice. There was no way they could stay outside, even with a fire, so they had smooshed together inside the cars for what promised to be a horribly uncomfortable night.

Carol had finally managed to drift into a fitful, shivering sleep in the pickup huddled up next to T-Dog when the door opened. She jerked awake, fumbling for her knife, only to have a hand close over her wrist.

"It's just me. It's T's shift." Daryl reached across and poked T-Dog's shoulder. The big man rumbled something incoherent and blinked his eyes open. He nodded to Daryl, grabbed his blanket and his rifle, and climbed out of the truck's cab, cursing as he slipped on the ice. He closed the door, still swearing as he went. Carol smiled. Despite his good nature, T-Dog had quite a mouth on him when he didn't get good sleep.

Daryl shook off his blanket as best he could and climbed in beside her. She felt him staring at the back of her head. When he didn't settle down to sleep she turned to look at him as best she could in the darkness.

"What?" she whispered.

He didn't answer right away. Instead he draped his blanket over himself, pulled it up to his ears, and leaned against the door. Finally he grumbled, "You sure looked comfy."

"What are you talking about? Tonight is anything but comfy."

He shifted against the door and turned his face toward the window. "Lookin' might cozy with T-Dog there."

"Yeah – I was freezing my butt off. We were trying to keep warm."

Daryl grunted.

She studied the shadowy shape of his profile as he shifted his position against the door again. A smile bloomed across her face as she sat up. "Are you _jealous_?"

He whipped his head around, and she could see him glaring even in the darkness. "Hell, no."

"Yes, you are! You're jealous!"

"The hell I am. You just..." he groped for words. "I was just...sayin', that's all. Ain't I allowed to make an observation?"

The discomfort came off him in waves. Carol grinned. This could be fun. "Hmm. OK, then. I guess to be fair, I should let you snuggle with me, too."

His nervous shifting abruptly stilled. "What?"

"I said you can snuggle with me, too." A little butterfly fluttered in her stomach as she said it. "Come on – gimme your blanket."

She flung her ratty quilt over top of his, then picked up one side of both blankets and scooted under them, though she was careful not to press up against him. He had plastered himself against the pickup door and appeared absolutely terrified.

She curled up under the double layer of blankets with her back to him. She had done it just to tease him a little, but she was actually much warmer already, even without touching him.

"There, see? Nice and cozy, and you don't have to be jealous anymore."

And she waited. After a while she started to worry that she'd upset him or crossed a line she couldn't come back from. She hadn't really meant to make him uncomfortable, but he got so flustered when she accused him of jealously – and it was adorable. She realized it was the first time she'd ever been playful with him. They'd gotten used to being around each other, but it was never exactly lighthearted. Eventually, he moved again, relaxing a tiny bit.

He huffed out a breath. "Shut up and go to sleep."

She smiled in relief as she settled into the blankets. Yep, Daryl Dixon could do with a little teasing.

* * *

Carol hunched her shoulders and glared at the fire. This wasn't how it was supposed to go! After that icy night in the pickup all those months ago, she had started to gently tease him any time they were alone. She'd say something a little provocative, he'd get embarrassed, then she'd let him off the hook. That was how it always went. Tease, fluster, done.

She loved prodding a reaction out of him – he was so cute when he got so awkward like that – but she was always careful not to make him uncomfortable in front of other people or push too hard. At least she _thought_ she wasn't pushing too hard. But tonight he'd completely turned the tables on her and left her seriously flustered. He downright ambushed her, is what he did! How was that fair? Sneaking up on her out of nowhere like that, being all sexy and stuff. It was cheating.

Carol hugged her knees tighter and sneaked another look at him, so smug and serene. Her eyes narrowed. If this is how he wanted to play, fine. This is how she'd play. She smothered a smile. Time to kick it up a notch.


	3. Innuendo

Rick wandered off to take watch and Lori trailed after him. Daryl watched them go, shaking his head. He was mighty grateful he didn't have to deal with that woman. He glanced at Carol who was settling down by the fire with the others. Dealing with his own woman was enough trouble, thank you very much.

His own woman? Where did _that_ come from? Sure they were friendly and spent time together, but that was nothing really. Looking out for someone didn't make her his. That was just his still-eager dick talking. Damn dick, makin' him think stupid things.

Carol stared into the fire, looking worried. Rick's plan for clearing the prison tomorrow must be making her fret. Daryl frowned a little in disappointment that she'd shrugged off his flirtations at the bus so easily. Maybe he'd lost his touch after so long – he'd never had trouble attracting women, but it had been a while. Plus, unlike before, he actually knew and liked _this_ woman.

He rearranged his poncho and sat down next to her. She jerked away from him a little. Her whole body seemed tense. His face softened. She was always so worried about everyone in the group – she cared so much about all of them. Knowing the dangers they'd face in the morning must be upsetting her. She shivered and pulled her sweater tighter around her shoulders, inching away from him as she did so. Eyeballing him out of the corner of her eye, she wrapped her arms tightly around her knees. She all but vibrated with tension. He scrunched his eyebrows. The hell? Why was she pulling away from him? It's not like he was going to jump over and bite her.

Oh.

Oh!

He kept his eyes firmly fixed on the fire, but couldn't quite control the grin that tried to fight its way out. Maybe he hadn't lost his touch after all.

* * *

Daryl woke the next morning in the dark before sunrise. He intended to go for a short hunt to try and bring in something for them to eat before they pushed farther in to the prison. The relative security of being behind the yard's fences allowed him to relax a little bit. He didn't want to get up just yet – spending a few more minutes wrapped up in his poncho wouldn't kill anybody. The sky began to lighten with the approaching dawn. Carol was bundled into her blanket nearby. She had tossed and turned the night before, apparently unable to sleep, but now she rested peacefully next to him. She was curled on her side facing him, her head resting on her pack, and the blankets bunched in her fists up under her chin. Her lips were slightly parted as she breathed steadily, and her lashes fluttered softly against her cheek. In the barely-there morning light, she looked so delicate, but he knew the strength she had hidden inside her.

Hell, he'd better get up before he started writing poetry or some shit.

Besides, they really did need something to eat. This was going to be a long, exhausting day, and if he didn't bring something back now, they wouldn't have anything at all. They'd finished everything they had left last night, and even if some of them could manage without eating for a day, some of them couldn't. Carl and his little half-sibling still had a lot of growing to do.

He stood and stretched the kinks out, then gathered up his bow and makeshift quiver. He paused long enough to take one more look at the woman next to him. Then he turned and strode toward the gates, nodding at Maggie who was on watch, hefting his crossbow to indicate his intent to hunt.

* * *

He wasn't gone long, but managed to bag three squirrels and a good sized rabbit. He also took a few minutes to relieve his aching balls while he had a little privacy. It was rough hardly ever having a moment to your own damn self. When he returned to the prison, the rest of the group was starting to stir. The morning chill was already gone – it was gonna be a hot one today. He grabbed a couple bowls from one of the packs and made his way down toward the fence away from the group to clean his kills. He settled onto a concrete block that used to support a flagpole and started to work. At least they could start the day without rumbling bellies.

The rabbit was first. He slit it open, gutted and skinned it, then went to work taking the meat off the bones. He'd just finished dropping the last of the bones in one bowl and the meat in the other when he heard light steps approaching. Of course it was Carol, probably looking to start cooking up some breakfast. He gave a brief nod of greeting.

"Hey," she said. "You were up early."

"Didn't wanna listen to everybody bitchin' all day 'bout their empty bellies."

She smiled but didn't reply.

"You here for the meat?" He gestured with his bloody knife toward the bowl full of rabbit.

"You know I am."

He paused. "Uh..." He glanced quickly up at her, then back down to the squirrel in his hands. "I ain't done yet."

"I'm more than happy to help you finish," she drawled, kneeling down next to him. He felt more than saw her smile widen.

He flushed furiously. Did she think she was being funny? Did she even realize what she said? "I got it."

"Mmm." She hummed her understanding. "I see. You don't mind taking things into your own hands, then. No problem. I'll just watch." She settled back on her heels and blinked up at him sweetly.

"What? No...I, uh..." His head felt all mixed up. "Go on back. I'll be up soon."

She laughed. "God, I hope so!"

_Shit!_ He knew his face must be beet red. He scowled down at the squirrel in his hands.

Still laughing, she stood and started heading back to the group. He sighed in relief. She stopped abruptly and turned back to stand behind him.

"Oh gosh, I almost forgot the rabbit! Could you – oh, never mind. Your hands are full. I got it."

Her thumb slipped down the side of his neck as she put her hand on his shoulder. As she reached forward and around him to pick up the bowl, he felt her breasts brush against his back. He jerked stiffly upright, but the hand on his shoulder held him firmly in place. He could feel her breath on his neck. She picked up the bowl, but remained pressed softly against him. Her lips moved against his skin, just behind his ear. A rush of heat surged in his groin.

"I'll be up the hill...if you want me."

And she was gone.

Dammit!

Dammit, dammit, dammit.

Thank fuck he'd rubbed one out already this morning. Otherwise he'd have embarrassed the shit out of himself. He breathed hard as he clenched the squirrel and knife in his fists. That woman was out to kill him, he was sure of it.


	4. Main Squeeze

Carol all but skipped back up to the group by the fire pit. She knew she was smiling like an idiot, but figured everyone would just think she was happy about having a safe place to sleep and a little space to move around without immediate fear of walkers. That was true, too, but mostly she was tickled with herself about leaving Daryl in a fit. Goodness knew he deserved it after last night.

She hummed to herself as she stirred up the ashes and added in bits of wood to build the fire back up. Once the rabbit was cooking over the heat, she wandered the yard looking for dandelion greens to fill out their breakfast. Carl still made faces, but everyone else was always happy to have _something_ to eat that wasn't a rodent and didn't come out of a battered can. The fresh eggs, bread, and vegetables from Hershel's farm seemed like a million years ago.

She glanced across the yard as she noticed movement in the corner of her eye. A scowling Daryl stomped his way up the hill toward the group around the fire, wiping his bloody hands on his pantlegs and glaring at everyone as he approached. She strangled the laughter that tried to bubble up her throat and carefully kept her face turned away. She watched from under lowered lashes as he shoved the bowl of squirrel bits into a startled Lori's hands. He pulled his crossbow from his shoulder and sulked his way over to where Rick, Glenn, Maggie, and T-Dog were huddled, discussing their strategy for safely pushing in to the prison.

Once he was safely absorbed in the discussion, she allowed herself a moment to watch him openly. He squinted at Rick with his arms folded, chewing his lip as he listened intently. She wondered if he even knew he did that or if it was an unconscious habit. He did a lot of that kind of thing – chewing his lip, biting his thumbnail, licking his fingers clean after eating. It was sexy as hell, but she was pretty sure he didn't realize it. She was definitely sure he didn't know the kind of thoughts it put in her head. She'd be willing to bet his lips and tongue were very...versatile.

"Hey."

Carol started at the unexpected voice in her ear and realized she'd been staring. She tried for nonchalance. "Hey, Beth."

"Lori sent me to fetch you. She wants to know if you found anything."

"Sure, honey. I'll be right up." She held up the bunch of leaves in her hand and smiled.

Beth scrambled back up the hill to where Lori poked at the meat over the fire. Carol sighed. Beth looked so pale in the morning sun, and Lori was thinner than ever, despite her swollen belly. Even Carl had dark circles under his eyes. She wished she could give them more than a handful of scrubby weeds for breakfast. They'd be screwed without the meat Daryl provided. Her own stomach rumbled loudly as the smell of cooking rabbit drifted her way. She crouched down and plucked the last few dandelion leaves in front of her before making her way back to the fire to help finish cooking breakfast.

Once the squirrel was nearly ready, Beth called the rest of the group over to eat. After breakfast, they were going to start fighting their way into the mass of walkers in the inner prison yard. Everyone's nerves were getting the better of them, and though they were hungry, most of them had to be encouraged to eat. That fell to Carol, of course. She twisted her mouth into a smile and resigned herself to the task of mothering everyone...again. She didn't mind acting the caregiver – she kind of liked it, actually – but she wished she didn't have to feel the guilt when she couldn't provide everything they needed or the fear that came with any task like the one they faced today.

Everyone was restless. No one could sit still, so most folks milled around the fire, picking at their food and making awkward attempts at small talk. Carol drifted through them with the bowl of meat and greens, offering smiles, encouragement, and bits of food.

Daryl watched her silently from just outside the group with folded arms and stormy eyes. She approached him, smiling softly, and held the bowl out to him. His eyes never left hers, but he made no move to accept the food she offered. After an uncomfortable moment, she looked down and turned away. Yikes. Now she felt a little bad about what she'd done earlier. She'd have to apologize later. For now she moved on to try to wheedle Lori, Beth, and Carl into taking a few extra bites.

After the food was gone, Rick gathered them around for one last walk-through of the plan. Carol watched him as he somehow managed to calm nerves and build up both confidence and hope for his people. He really was a much better leader than she'd originally given him credit for. What they were about to do was terribly risky, but they were as prepared as anyone could be.

Once everyone was sure of their job, the group separated to make final preparations, gathering knives, pipes, fireplace pokers, and whatever else they had that could be used to kill a walker at close range. Carol set about putting out the fire and packing up their supplies so they could move into the prison as quickly as possible once it was cleared. She wiped down bowls and pans, gathered the few utensils they had, and tucked everything away into the packs. She rolled up the last few blankets and added them to their pile of belongings.

She picked up her tire iron and turned to go join the others gathering at the fence, and nearly crashed headlong into Daryl as she turned. She gasped.

"Good lord! You need to wear a bell around your neck! You shouldn't go around sneaking up on people when they're carrying pointy objects."

"Pretty sure I can handle anything you can dish out."

She smiled slowly as she caught a twinkle of humor in his eyes. "Is that so?"

"Mmhmm."

Together they turned toward the fence, but before they'd gone more than a few steps, Carol brushed her fingers against the back of his hand to stop him. "Hey. Promise you'll be careful in there today. Make sure you come back to me, all right?"

He huffed a laugh. "Well, shit, there goes my plans for the day. Here I was lookin' to get myself killed."

"That's not funny!" She punctuated her words by poking his shoulder. "I'm serious. You watch your ass in there!"

He reached over suddenly and gave her butt a firm squeeze. She yelped in surprise. At the fence, several heads turned their way. She blushed.

"Only one ass I got my eye on," he murmured. He gave her cheek a familiar little pat and went to take his place with the group.

She watched him go with the fingers of one hand pressed to her mouth to keep it from hanging open. This little game of theirs had definitely taken a turn, and he seemed to be taking to it well. Maybe a little too well. Carol bit her lip and tried to hide a smile. She couldn't wait to see where things would go from here.


	5. In Stitches

"Only one ass I got my eye on."

He patted Carol's butt fondly. It was no lie. He'd be happy to watch her ass all day, any day.

But for now, it was time to get to work clearing the prison courtyard, so he turned to join the group at the fence. He grimaced. This wasn't gonna be fun.

* * *

After they'd secured one cell block and the inner courtyard of the prison, everyone found a place to sleep. Daryl declined a cell and claimed the perch instead. He'd be damned if he'd sleep in a cage. And if somebody else was too claustrophobic to sleep in a cell, well, there was room enough for two.

After a brief rest, he went out hunting while there was still a few hours of daylight to try to rustle up some dinner. Though he only killed two squirrels, he was lucky enough to find an old campsite. The previous owner's well-chewed bones were scattered throughout the site, and it was clear the place hadn't been disturbed since then. He gathered up everything useful he could carry and returned to the prison. Most everyone was sleeping except T-Dog who'd volunteered to take watch and Beth who helped him stash his find.

After a hasty meal from the scrounged goods, he took up the watch. The hours passed uneventfully and eventually Glenn came to relieve him. Though he'd never admit it, Daryl was exhausted. All he wanted to do was pass out on that stupid prison mattress and saw logs for about twelve hours. He slogged through the yard and turned to make his way into C-Block. He yawned massively as he stepped into the shadows by the building, failing to see the untidy pile of damaged fencing and broken metal flung there in a heap. His foot slipped on some chain link, and he struggled to keep his balance. He managed not to fall, but a sharp metal edge of something caught the back of his leg, tearing through his pants and cutting into his calf.

Untangling himself proved difficult in the dark, but he managed without causing any more damage. He swore quietly but creatively as he poked the injured area with his fingers. He couldn't tell how deep it was, but it was bleeding like a stuck hog. Better get inside quick and get it doctored up before every walker in the county smelled him. He wiped his hand on his pants, picked up his crossbow, and headed to C-Block.

Daryl swore under his breath as he made his way gingerly up to his perch, blood dripping down his leg and soaking his right sock. Careful not to bleed all over his bedding, he stripped off his right boot and bloody sock and rolled his pantleg up to his knee. He dug out a little flashlight and flicked it on to try and assess the damage. But no matter how he twisted and turned, he couldn't see it well enough to tell how bad it was. He sighed. Best just tie it up with a bandana or something and worry about it in the morning. He was just too damn tired.

As he was rummaging to find a relatively clean cloth, he heard soft footsteps approaching. Carol was padding over to him in her sock feet, looking sleep-rumpled. Her hair, short as it was, stuck up in funny little spikes and she rubbed one eye with the heel of her hand. It made her look about ten years old. He felt a smile touch his lips despite his exhaustion. She always made things better.

"I heard you grumbling. What happened?" she whispered blearily.

He sighed again. "Cut myself like an idiot."

Her brow crumpled in concern. "I'll go get the first aid bag."

She was gone before he could argue.

Moments later, she was back with a zippered bag. She made 'gimme' motions with her hand until he passed over the flashlight. She sat on his mattress and dug through the bag, pulling out bandages, antiseptic, and God knows what kind of medical torture devices.

"You don't need to do this. You should go sleep. I was just gonna wrap it up until morning."

"Hush, you. Stand here so I can see."

He rolled his eyes. Clearly there was no getting out of this. He stood facing away from her and leaned on the railing of the perch. She peered at the cut and hummed disapprovingly. Her breath tickled his leg.

"This is kind of deep. I'll clean it up, and we'll see if you need stitches."

He felt the light touch of her warm hands on his calf. Her touch was gentle and professional, but it made him shiver anyway. His belly danced along with her fingers. She carefully cleaned away the blood, which had finally gone from a gush to an ooze. Then she poured something onto a gauze pad and looked up.

"This is going to sting."

He looked back at her and snorted. "It's fine. Just do it."

Whatever she was using _did_ sting like a bitch. He gritted his teeth and gripped the railing, but didn't make a sound.

She finished cleaning out the wound and reached for the bag again. "Sorry, pookie, it's too deep. We need to stitch you up."

"Did you just call me...'pookie'?"

He could see the grin flash across her face in the glow from the flashlight. "What if I did?"

He glared at her through narrowed eyes. Snorting again, he turned back to the railing. She laughed softly and touched his calf. The woman was impossible.

"Here we go. This won't be comfortable, but we don't need to do too many stitches."

He grunted when she ran the first stitch, but bit back anything else. She worked quickly, and after she snipped the last thread, he let out his breath. When he looked back at her bandaging the cut, he froze.

She was on her knees at his feet with that flashlight clamped in her mouth while she worked on his leg. A flush crept up his neck. She glanced up when she finished and met his eyes. She was so... _hot_ kneeling there at his feet with her lips wrapped around that light. She didn't look sleep-rumpled anymore - she looked sex-rumpled, and God damn, it looked good on her. He shut his mouth abruptly when he realized he was gaping at her. Without dropping the flashlight, her lips curled into a smile, her eyes shining with amusement. Shit, she couldn't tell what he was thinking, could she?

She reached up and retrieved the light. She licked her lips, which made his brain completely short-circuit.

"All done – stitched and bandaged. Would you like me to kiss it better?"

His mouth dropped open again, but there were no words. He blinked stupidly at her, and her grin widened. She set the flashlight on the mattress and held up a hand. Automatically, he reached out to help her up. Her other hand trailed along the skin of his injured leg, then along the front of his pantleg as she got to her feet. Her wandering hand came to rest on his ribs. It burned him through his shirt. She was so close it made him suck in an unsteady breath.

She tipped up her chin and leaned in close to his cheek. "Drop your pants."

He twitched back and stared at her, his face undoubtedly showing the panic and arousal warring in his gut.

She laughed and added, "Well, whenever you're ready, bring them to me. I can wash out the blood and mend the hole you just put in them as well as that hole in the knee that's the size of Rhode Island."

"Oh." He cleared his throat. "Uh, OK."

Her smile softened and she stepped toward him again. She reached up with one hand and gently pulled his face to hers and touched a kiss to his cheek, light as a butterfly. She pulled back, and her eyes were a little sad.

"Tradition," she said. "When you get hurt, you get a kiss to make it better."

Then she gathered up the first aid items and whisked away into the darkness, back to her own cell, leaving him with his insides churning. Again.

Hell. He scrubbed a hand over his face and shook his head. He was exhausted, but he'd never get any damn sleep now.


	6. Blood

**Notes for the Chapter:**

> **I wasn't certain how long it was between Hershel's leg chopping and his first walk out on crutches, but in episode 3x04 (Killer Within), Oscar says they've been dealing with the bodies, blood, and brains in the other cell block for a week, so that's what I'm going with. That gives me a little time to work with before big bad shit goes down.**
> 
> **This chapter has a very different tone from the others. I needed it to fit in its place in the show's timeline, and the light mood of previous chapters didn't fit. So this one gets us over this rough patch before we get back to more lighthearted funzies.**

Carol struggled a little with the bucket of water she was hauling, partly because it was heavy, but mostly because her hands were shaking. She finally made it back into C-block and heaved it up onto the little round seat attached to one of the tables in the common area just outside their block of cells. She went to her cell and grabbed a shirt from her pack to use as a rag, since all their actual rags and towels were now soaked in Hershel's blood. After tossing the shirt out onto her table, she peeked in to check on Hershel.

Maggie, Beth, and Glenn were huddled around his bed. Hershel had regained consciousness while she was out trying to teach herself how to perform a C-section. She sent her thanks to God for that before remembering she didn't do that anymore. Never mind. She was still grateful, and maybe Hershel would appreciate the gesture. Maybe they'd be able to pull him through this after all. If they were really, really lucky, she wouldn't have to deliver Lori's baby alone.

Returning to the common area, she perched on the tabletop, the water bucket on the seat below her, between her knees. She was absolutely covered in blood – mostly Hershel's, but also the thick black blood of her walker cadaver. She set her jaw grimly. Cutting into that body had been one of the hardest things she'd ever done, not because it was repulsive – it certainly was that – but because it represented her friend. Carol knew how incredibly dangerous this birth was going to be for Lori, and it terrified her to know that Lori's life or death, and that of the baby, might come down to her. She stared down into the water in front of her and wondered how the hell it came to this. The fate of three lives now rested in her own shaking, blood-soaked hands. Her gut twisted in dread. How could she possibly do this? She couldn't even keep her own daughter alive.

She grabbed the spare shirt, dunked it into the bucket, and wrung it out hard. She scrubbed her hands fiercely, trying to get them clean, but it was as though her skin were stained. The smooth fabric of the shirt just seemed to push the blood around instead of cleaning it off. She dunked and scrubbed, dunked and scrubbed, pausing only to angrily wipe away the tears that started streaming down her face. Over in the cells, she could hear the gentle cadence of the Greene family's voices. There was no way she could let them know how frightened she was and uncertain of her ability to keep Hershel alive, so she struggled to keep her tears silent.

Her water was now tainted a sickly pink and so were her hands and arms. She flung the shirt away in frustration and let the tears flow freely while she glared down at the red creases around her fingernails and on her knuckles. So much blood on her hands. She couldn't bear any more. If Hershel didn't make it, or if something went wrong and Lori or the baby died...

She felt sick.

She squeezed her eyes closed and tried to force the tears to stop. There was no point in crying about it. She would do what she had to do in the best way she knew how. It was all that could be asked of her. It was all she could ask of herself.

Suddenly she felt a presence at her side. Her eyes snapped open and focused on Daryl standing there, his brows scrunched together.

"You OK?" he asked softly.

She stared back down into the pink water and nodded. But after a pause, she shook her head.

He shifted the crossbow and quiver from his shoulders and set them on the table beside her. He stepped in front of her and pulled the red cloth from his back pocket. She watched his hands intently as they dipped the cloth into the water between them and gently squeezed it out. One of his hands reached toward her, palm up. She glanced uncertainly up into his face. His eyes flickered to hers, then back down to his open hand. She placed her shaking hand in his.

Carol focused on his hands – so very gentle in spite of their calloused roughness. He carefully cleaned away the remaining blood, the slow strokes of the cloth down her arm soothing her until she felt almost in a trance. Fascinated, she watched him rub down her fingers individually, wrapping each one in his own cloth-wrapped fingers and massaging circles down the length of them. He turned her hand over and smoothed the cloth down the inside of her wrist and over her palm, again and again. When her arm was finally free of blood, he released her hand and reached for the other one.

As he focused on her other arm, she shifted her attention to his face. There was a line between his brows as he concentrated, and his eyes were intense in their focus, as though this were the most important thing in the world. He chewed on his lower lip as he worked. He was beautiful.

After what seemed like both mere moments and forever, he gently returned her hand to her lap. He met her gaze then. Neither of them spoke, but she felt some unnameable emotion swelling in her chest, threatening to squeeze the breath from her. Tears welled up again, but they were different tears this time.

She drew in a shaky breath as he reached a hand to her face. He caught the tip of her chin with a crooked finger and his thumb. A corner of his mouth tweaked upward. He raised the cloth in his other hand.

"Close your eyes." Daryl's voice was velvety smooth, like it was the day he told her the story of the Cherokee roses.

She obeyed. He gently stroked the cloth over her cheeks, wiping away the blood she must have smudged on her face while brushing away her tears. With her eyes closed, she was acutely aware of the pressure of his fingers on her chin, and her skin tingled everywhere the cloth touched. She heard the cloth drop back into the bucket with a soft splash, but he didn't release her chin. He slid his fingers up along her jawbone and stroked her cheek with his thumb. Her lids fluttered open.

His eyes were focused on her mouth. She was afraid to move or breathe for fear of breaking whatever spell had fallen over them. His thumb came over to trace along her lower lip. She shuddered and her breath hitched. He blinked then and met her eyes, smiling softly. He actually smiled – not a twist of his lip or a smirk, but an actual, honest to God smile. Beautiful wasn't a good enough word for this.

Disappointment flared when he dropped his hand then and stepped back. He scooped up his crossbow and quiver, but held his arm out toward her, inviting her to come with him. She smiled shakily. She would follow him anywhere.

"C'mon," he murmured. "You should get some rest. They can keep an eye on the old man."

Carol pushed herself off the table. Her disappointment eased a bit when she felt his fingertips at the small of her back as she walked past the cell where Hershel rested, up the stairs, and around to the cell she shared with Lori. He followed her into the cell.

"Go on. Get up there."

She scrambled up to her bunk and curled up on her side, arm tucked under the flat pillow.

"Don't worry," he said, as he placed a hand on the edge of her mattress. "You got this."

Carol reached out to touch his fingertips with her own. "Thank you."

He ducked his head in a nod and slipped out the door, silent as a shadow. Her eyes stayed on the door until her lids finally grew heavy and she fell into sleep.


	7. Informed Decision

The next morning, Carol awoke feeling much more optimistic. She checked in on Hershel first thing – his leg looked good, no signs of fever, and he seemed in good spirits. She suspected the Vicodin Lori had given him an hour ago was more than partially responsible for his mood, but all the better. It would be a while before he was up and about, so she was glad he was getting what cheer he could.

Lori also seemed to be doing as well as an extremely pregnant woman could. She'd felt the baby moving again during the early hours and was relieved to the point of tears. She would no doubt be going into labor soon, and now, finally, they had a place to rest and be safe until the birth.

Today the group planned to start cleaning up the prison yard and their cell block. Since they were planning to stay, they needed to make the place not just safe, but livable. Bodies needed to be removed, and blood, brains, and debris needed to be cleared. The place was truly disgusting, and the longer Carol was there, the more anxious she was to be free of the gore, the filth, and the stink of death.

Everyone got to work. Lori puttered around the cells, tidying up, but mostly keeping an eye on Hershel. Maggie, Glenn, Rick, and T-Dog were gathering up bodies from the cleared area of the prison and courtyard, piling them on the far side of the yard to eventually be loaded on the pickup and taken away for burning. Daryl was still on watch, as far as she knew, either in one of the towers or walking the dog run. Beth and Carl were on the upper level of cells, arguing over who had to scrub brains off the cell walls and who had to scrub the guts off the floor. They were kind of cute, actually, if you could ignore their horrifying surroundings. Carl clearly had a crush on Beth, but she wasn't sure Beth even noticed.

Carol left to finish clearing debris from the common area. After the last of the junk was tossed into a big tub pilfered from the laundry room, she set to work getting the floors not just cleared, but actually _clean_. She wanted the group to have a place to gather for meals that was actually nice to be in. Along with the big tub, they'd found masses of janitorial supplies in a small room off the laundry area, including brooms, mops, bleach, buckets, scrub brushes, and anything else they could possibly need for cleaning - there were even plenty of gloves for everyone. She'd been especially happy about the gloves since today's work was so gruesome. They were a little big for her narrow hands, but it was better that than being wrist deep in blood and brains all day.

After moving the tables into the hallway, she did a cursory sweeping of the floor, then spent a good amount of time scraping up the worst of the mess. She tried not to think too much about what she was scraping up. Finally, the gunk was gone and all that was left was the hard work – scrubbing the stains out of the floor.

She snagged another bucket of water and added a good splash of bleach. With a towel cushioning her knees, she started at one corner, working on all fours, scrubbing the hell out of that floor.

It felt oddly good. Despite the fact she was washing away the end of someone's life, it felt strangely comforting to do something so...normal. It had comforted her when Sophia was missing – gave her something to do besides fret. And before the world had gone to hell, she'd always been able to relax into her work, letting her mind wander and letting her worries go.

She was humming to herself as she worked, when she heard the scuff of boots behind her. Peering over her shoulder, she saw Daryl had come in from watch. He had stopped in the doorway looking a little startled. He was staring right at her ass. She quirked an eyebrow. Never pass up an opportunity for merciless teasing!

"Like what you see, Dixon?" She waggled her butt and grinned wickedly.

He flushed a little, and his eyes dropped immediately to his shoes. God, she loved teasing him. He was just so damn cute when he was embarrassed! But then he squinted up at her again. Tipping his head to one side, he continued to scrutinize her behind. She watched him over her shoulder, beginning to feel a little awkward. He took a few slow steps forward and tipped his head to the other side to examine her from another angle.

It was Carol's turn to blush. She was suddenly extremely self-conscious sitting there on her hands and knees. This was not going how she expected!

She sat abruptly back onto her heels just as he reached a hand out to her. Gripping her elbow, he helped her to her feet, their eyes meeting briefly before his eyes wandered down the length of her, making her shiver under the scrutiny. Then he turned her to face away from him, hands on her shoulders, holding her at arms' length. His hands may as well have been branding irons. She knew she would feel his touch on her skin forever after this.

One of his hands left her shoulder. A finger slipped under the bottom hem of her tank top and pushed the fabric up to the middle of her back, exposing her skin to the cool air in the prison. She gasped and stiffened as his rough finger dragged along her spine from her waistband up until it caught on her bra, sending sparks along every nerve and a wet rush of heat down south. She felt him lean back. Son of a bitch! He was still checking out her ass!

He stepped close then, dropping the hem of her shirt. Even though he only touched her where he held her shoulders, she could _feel_ him behind her, the pressure of him making her skin sing. She sucked in a shuddering breath when his over-long hair tickled her cheek.

"Yes." His voice rumbled softly in her ear.

She couldn't think. Yes? Yes, what? Yes...he likes what he sees? Ohhhh, holy shit.

The rumble in her ear continued. "What did I tell you about asking questions when you aren't prepared for the answer?"

His palms slid down her arms as he stepped away from her. She spun to face him, but he just smirked at her, eyes gleaming as he turned to enter the cell block. Without thinking, she reached out and swatted his butt with her wet, gloved hand. He jumped forward, swinging a hand behind him to brush her away, but she was already gone. He scooted through the doorway, drawling, "Stop!"

She stood staring after him, shaking her head. That man! Another wave of heat flooded her as she thought of his finger sliding up the small of her back. They were getting into dangerous territory. She wasn't sure anymore how much of their mutual teasing was just teasing. She was very certain, however, that if this kept up, she was going to be mighty grumpy until she had some time to herself. She took some consolation in knowing that Daryl was eventually going to have a Carol-sized hand print bleached onto the seat of his pants. She suppressed a smile and wondered how long it would be before anyone told him.

Carol picked up her scrub brush again, and settled to the floor to continue cleaning, though this time she was careful to face the doors.


	8. Claustrophobia

Daryl woke early to hunt. It was a very good day – a small doe crossed his path early on, so there would be meat for a couple of days. A few squirrels found a quick death at the end of a crossbow bolt, and there were two rabbits caught up in his snares as well. Pleased, he hauled his kills home.

Home. They'd only been at the prison a few days, but it already had started to feel like home. Daryl snorted to himself. His idea of home was probably a far cry from that of anyone else in the group. But it was a place to go at the end of the day, and a place to sleep, so that made it as much a home as anything else he'd ever had. If he were honest with himself, he'd have to admit the people there probably had something to do with it, too.

When he arrived at the prison, Maggie and Glenn eagerly offered to clean his kills, so he handed them over. They were probably just desperate to escape walker-burning duty for a while, but Daryl didn't care. As he continued up toward the cell blocks, he heard the two of them murmuring to each other and giggling. He rolled his eyes. More than half a year together and they still carried on like lovestruck teenagers.

On his way through the courtyard, he lifted his chin in greeting to Rick, Carl, and T-Dog who were loading bodies onto the pickup. They nodded back. As he went up the steps to the cell block, he heard Carl say something and T-Dog burst out laughing. Daryl frowned. Everybody seemed awfully damn chipper today.

He was nearly to the common room when Rick caught up to him.

"Daryl, wait up!" Like the others, Rick seemed to be in a pretty good mood. There was even something resembling a grin on his face – the first smile he'd seen there in a very long time. Daryl peered at him suspiciously. Something was definitely going on.

"We're still finishing up the burn outside, but Carol was looking for someone to go with her down to the infirmary to look for more supplies for Hershel. Carl's been down there once. There were a few walkers then, so there might be more. I wouldn't let her go alone." Rick paused then and fought to keep a straight face before continuing.

"So there's...something you should know. Don't kill the messenger." He held up his hands defensively.

Suspicion confirmed. "And what's that?"

"You might want to change clothes before you do anything else." Rick's eyes were bright with amusement.

Daryl scowled. "What for? The hell is everybody laughin' at? Spit it out already!"

Rick edged back out of reach before answering. "You have a hand print on the seat of your pants."

"What, like mud? Blood? What's the big deal? Shit, we're always covered in somethin'."

"Trust me on this," Rick said as he retreated back outside. "It's not _your_ hand print."

Daryl glared after him. "Not my-" He twisted around then, trying to see what was there, but it was no use. He snarled in frustration and stalked to the cell block.

Lori greeted him as he came in, but he stormed past her and the others without responding. He snatched up his other pair of pants from the perch and went in to one of the unoccupied cells on the upper level. He tossed his crossbow onto the bunk. Kicking off his boots as quickly as he could, he stripped off his pants.

Goddamn.

He closed his eyes and sighed through his nose. He was going to kill her.

Tossing the now-forever-unwearable pants to the floor, he dressed in the clean ones, sitting on the bunk and taking his time putting on his boots. That woman was a menace. He thought of yesterday when she'd swatted his ass and couldn't help but smile a little. Troublemaker, that one.

On his way back down the stairs, he saw Lori and Beth sitting in Hershel's cell. Carol was with them, but instead of chatting with the others, she was watching him with twinkling eyes and her lips carefully pursed. He glared at her the whole way down. Fat lot of good it did.

"Rick said you need to go to the infirmary."

Carol nodded without a word, but her lips quivered in her effort to keep from laughing.

"Let's go then. Ain't got all day!"

They picked up a couple of empty packs and double checked their weapons. They moved quietly and carefully through the hallways by the light of Daryl's flashlight. Carl had killed two walkers down here a few days ago, and the area hadn't yet been confirmed sealed off, so there was always the threat of more.

They made it to the infirmary without any sign of trouble. There was enough light from the windows that they didn't need the flashlight. Carol began digging through cabinets and boxes, stuffing their packs full of supplies that Carl hadn't cleared out already. She was smiling as she worked.

"Lookin' mighty pleased with yourself," he groused.

"Yup." She smiled brightly up at him.

"You know, if you're lookin' to mark your territory, you could just-"

"Walker!" Carol's eyes were wide, focused behind him as she jumped up, scrambling for her knife.

Daryl spun and loosed a bolt into the creature's eye socket. Another stood in the doorway behind it. Shit! He should have been paying better attention. "We need to get out of here."

He pulled his knife and took out the second walker, but more were behind it, coming down the hall growling and reaching. There were too many!

"We need another way out!" Daryl looked around quickly. There was a door behind them to their right. "There!"

He smashed a third one in the face with the stock of his bow. At least seven more were pushing into the room.

Behind him, Carol flung open the door. Daryl pushed her through.

"Daryl, w-"

" _Go!_ " He knifed a walker that was scrabbling at his vest, then kicked away another as he pulled the door shut behind him just in time. The walkers slammed against it, clawing and grasping. With the door closed, they were in total darkness, and he could feel Carol pressed up against his back. Both of them were breathing hard with the adrenaline.

"Um, Daryl? This isn't a hallway."

He flicked on his flashlight and blinked. It was a tiny linen closet. Shelves full of sheets, blankets, and towels were on three sides. There was barely enough space for both of them to stand.

"Shit."

Somebody would lose an eye if he tried maneuvering in here with his bow in hand. Placing his light on one of the shelves, he slithered out of his crossbow and quiver, resting them carefully on a pile of towels on the top shelf. He carefully turned around, avoiding her toes. Carol's eyes were dark in the dim light.

"So now what?" she asked.

"Gonna have to wait 'em out, I guess. There's too many for us to take out on our own. Or wait until someone notices we ain't back yet and comes for us."

She frowned. "So we're stuck in here. We can't get out."

"Looks like."

They were quiet for a moment, listening to the snarling and thumping of the walkers who were showing no signs of leaving any time soon. Daryl shifted awkwardly, not sure where to put his hands.

"They know where we went, though , right?" she asked. "They'll come after us, won't they? How long do you think it'll take?" Her voice was higher than usual and oddly shrill despite being muffled by the bedding all around them.

He heard the note of panic, and his stomach dropped when he remembered she was claustrophobic.

"It'll be okay. They know where we are, and someone will come for us soon."

"I need to get out of here! _Right now!_ " She pushed at him, trying to get to the doorknob. Her breath was coming fast and heavy now, and her eyes were wide and unfocused, darting around the tight confines of the space. He put his hands on either side of her face, and she grabbed his wrists hard.

"Look at me. Come on, look at me."

She was gasping now. "Can't breathe!"

He stroked her cheeks with his thumbs. "You're okay. We're okay. Just look at me. Look at me, darlin'. That's it. Now breathe with me, okay? You're hyperventilating. Nice and slow. In...and out. And in...and out. Breathe through your nose, nice and slow."

Her eyes were huge and locked on his. She struggled to follow his instructions, and slowly, gradually, her breathing settled down. He kept stroking her cheeks and speaking soothing nonsense to calm her.

"There you go. I'm with you. We're okay. I'm here. I gotcha. You all right now?"

The death grip she had on his wrists gradually loosened, so he moved his hands from her cheeks down to her shoulders, but kept stroking her skin with his thumbs soothingly.

"You okay?" he repeated.

She nodded, but still looked pale in the strange shadows from the flashlight. He drew her in close to his chest. That was all the invitation she needed to throw her arms around his middle and cling to him, shaking hard. He wrapped her in his arms and rested his cheek on her silver head. He was surprised how good it felt to hold her. It felt natural.

He talked to her to keep her distracted, telling stories of when he and Merle were kids and the crazy shit they got up to back then. He talked about them shooting their BB guns into a wild beehive just to piss off the bees. He talked about gathering up dud fireworks around the neighborhood after the Fourth of July to salvage the black powder to make his own firecrackers. He talked about Merle daring him to walk across the frozen pond in the winter. He talked about Merle getting him drunk for the first time, and how he threw up all over himself and passed out in the street.

Hearing it out loud, he realized it was a bit amazing he had lived to adulthood.

This was probably more talking than he'd ever done in his whole life all put together, but she had stopped shaking, so he didn't stop until he couldn't think of anything more to say. After a few moments, she stirred in his arms to look up at him.

"I'm sorry," she said.

"'S'alright. You can't help being claustrophobic, I know."

"No, I'm sorry about your pants. I know they were your favorite ones."

He sighed. "I'll live."

She rested her head against his chest again, and they listened to the scrabbling walkers. It sounded like there might be fewer of them outside the door, but they still seemed determined to claw their way in. Daryl didn't mind so much. The longer they were stuck in here, the longer he got to hold Carol in his arms. He rested his cheek against her hair again and breathed her in. They were all used to smelling a bit sharp in these days of infrequent bathing, but she just smelled good to him – warm and spicy and feminine. He rubbed his fingers on her back, and she hummed out a sigh and snuggled up even closer.

Oh no. Oh, fuck no! He'd gotten too comfortable, paid too much attention to how good she felt. He tried to pull away, but it was too late. She'd already felt his erection.

She gasped out a little, "Oh!" and tensed up, blushing furiously and looking anywhere but at him.

Shitballs, he might as well throw himself to the walkers.

Suddenly, the little closet flooded with light. He couldn't see anything, but didn't hear walkers, only a loud whoop. They jerked back from each other, putting their hands to their eyes against the glare.

"Ooooooh, look at you two! Taking time out for a little seven minutes in heaven? Ha HA!"

Daryl squinted and blinked into the light until the shape in front of him became T-Dog. There were several dead walkers in the room around him. He hadn't even heard T-Dog kill them.

"You guys were gone forever, so Lori sent me lookin'. Guess I should have stayed back and took a nap instead. HA! Now we know how you got that hand print, am I right?"

Daryl skewered T with his best murder face. "It ain't what it looked like! And you don't need to be flappin' yer gums about it neither!"

T-Dog wiped his knife on the shirt of a downed walker. "Sure, man, sure!" He zipped his lips and threw away the key. "Ain't nobody gonna hear it from me! I'ma take your little secret to the grave!"

T picked up the full bag of supplies and headed out the door, laughing all the way.

Carol's cheeks were bright pink as she slipped across the room to finish packing medical supplies into the other bag, while Daryl softly banged his head against the door frame. It was his own stupid fault they got stuck in that closet in the first place. All his fault he'd embarrassed himself poppin' a boner in there. He squashed the urge to run as far away as possible – he needed to make sure Carol got back to the cell block safely. Then he could go crawl off and die of humiliation somewhere.

She hefted the bag to her shoulder and glanced toward the little closet. Then, eyes on the floor, she started to head back to the cells. She paused next to him and reached a hand toward his. She grasped just his fingers with her own and squeezed.

"Thank you." Her gaze flicked to his face for just a moment. "For everything." Then she dropped his hand and walked out the door. He wasn't sure, but he thought she was _smiling_ as she left. Huh.


	9. Sweet as Honey

Carol was up before the rest of the group. As she got started on breakfast, she let herself get lost in thought about the events of the previous day. Obsessed might be a better word. She replayed it over and over in her head. In the middle of her panic attack, it didn't occur to her how remarkable Daryl's actions had been. He'd held her in his arms and allowed her to hold him but showed no signs of discomfort with the close contact. He'd told her a dozen or more stories about his childhood with his brother – he almost never volunteered information about himself. And as for the other thing...well, a little thrill went through her every time she thought about _that_. She wondered whether it was a general reaction to their closeness or whether he had responded to _her_ specifically.

Sure, they had become friends. He was the best friend she'd ever had, when she thought about it. And this teasing thing that had developed between them over the last week was exciting and fun, but she wasn't sure how serious it was. Though they were always playful in their teasing, for her it wasn't _just_ joking around. Somewhere along the line, she'd fallen in love with the big pain in the ass, but she just didn't know how deep his feelings ran. He obviously liked her and cared about her, but beyond that?

Heaving a sigh, she pulled the boiling water off the fire. She stirred in the instant oats and carried the whole pot carefully inside to the common room. While she let that sit, she pulled out her secret treasure – a giant jar of honey. Well, not completely secret since Carl had been the one to organize the food they got from the prisoners here, and it had been sitting in the open on the shelf for two days. But it was still a treasure. She brought it out today because...well, because she felt like it, dammit, and that's all the reason she needed. Their food situation had improved immensely with the addition of the prison stores, but most of it was still repetitive and bland. She did the best she could, but it was nice to have something special once in a while.

She opened the jar and dipped in a big spoon. The prison was quite cool in the mornings, so the honey was thick and stiff. She scooped up a good amount and tried unsuccessfully to get it over to the oatmeal pot without stringing honey everywhere. She loved the stuff, but it was impossible not to make a sticky mess with it.

Catching movement in the corner of her eye, she looked up to see Daryl leaned against the doorway, peering around the corner at her. He picked at one of his thumbnails. She smiled in greeting, and he ducked his head down, as though suddenly realizing she could see him.

"Morning," she said.

He nodded once without looking up, picking harder at his thumb. He shifted and took a breath as though starting to say something, but then hesitated and went back to his thumb. She decided to help him out rather than watch him agonize over what to say.

"Thank you for being there for me yesterday. I've never had anyone to help me though that before. I'm glad you were there." She held the spoon over the oatmeal pot, letting the honey slowly ooze its way down.

He frowned, but nodded again. Then he suddenly seemed to grab some courage and dived in.

"I'm sorry about what happened in there. At the end. I didn't...I wasn't..." He was drowning again.

"Don't worry about it. It's just one of those things that happens, right? I don't mind. I was just...surprised is all." She scraped honey off the spoon with her finger. Then she had to scrape her finger with the spoon, trying to chase the stuff together enough so it would drip into the pot.

He finally looked up. He relaxed slightly as he seemed to recognize her sincerity and even smiled a little bit.

When she finally got as much honey in the oatmeal as she could, she licked the back of the spoon and sighed happily. She turned it over and stuck it in her mouth to lick the rest of it clean. The honey was wonderfully sweet and so thick she had to work to get it off the spoon.

When she turned her attention back to Daryl, he was staring at her intently with...something...flickering behind his eyes. Her stomach fluttered at the intensity of it. He approached her cautiously, as if she might startle and flee like a stalked deer. His hand circled her wrist. He brought her hand up to examine the honey coating her finger. Then he turned his eyes to watch her as he slowly and deliberately ran his tongue down the length of her finger. She gasped at the sensation, feeling her insides flood with heat. Gauging his movements by the reaction on her face, he brought his other hand up to cup hers, kneading her palm with both of his thumbs. He drew her whole finger into the warmth of his mouth then, sucking hard, tongue laving the underside to capture the honey clinging there. Her eyes fluttered shut, and she gave a throaty moan. She drew quick, shuddering breaths as he worked her finger with his tongue. All she knew in that moment was that every nerve in that finger was connected directly between her thighs, and she ached for him.

She opened her eyes to find him still watching her hungrily. He gave one long, final stroke of his tongue before pulling her finger from his mouth. He reached over to the honey jar and rubbed his thumb along the edge, gathering a sticky bead. Somehow, _he_ didn't make a mess with it. He dragged the flat of his thumb across her lower lip, leaving behind a honey coating. Her tongue licked over her lip automatically, but he held up a warning finger.

"No."

He settled himself in front of her, pushing her back until her hips rested against the table. She went weak when he pressed against her, his arousal now as obvious as her own. He stuck his thumb in his mouth to lick off the sticky end, then took the spoon she still had clenched in her fist and tossed it on the table behind her. Light as a breeze, he stroked his fingertips down her jaw and his other hand found the back of her neck. His eyes met hers, then flicked down to focus on her honeyed mouth. He leaned forward and gently licked at her lower lip, pulling it into his mouth to work off the honey with his tongue, sucking gently.

She moaned softly and leaned into him, but he didn't allow her to turn it into a proper kiss, pulling back just enough to keep control of her. He laved her lower lip again, cleaning off the last sticky bit, and a warm rush washed through her. She reached for him, but he caught her hands with his own, bringing them up to his mouth. He nibbled gently at the tips of her fingers, then backed away.

"Folks gonna be wakin' up soon," he said. "I'm glad you ain't mad about yesterday."

He picked up her spoon, grabbed a bowl, and scooped a heap of oatmeal into it. Looking back at her, he licked the back of the spoon much as she had done earlier, and instantly she was desperate to feel his tongue on her, wanted him to taste her everywhere. Another warm, wet throb caught her as she imagined him nuzzling into her.

"Gotta go. Got watch."

A slow smile stretched one side of his mouth as he looked at her, flushed and panting in front of him. He drew in an unsteady breath, then took his bowl and walked out.

She stood gaping after him for a full thirty seconds before shaking herself back to reality.

"You've gotta be kidding me." She pressed her hands to her face and throat, letting the relative cool soothe the flush in her cheeks. She drew in a centering breath and tried to rein in her crazed hormones. With a frown, she squeezed her thighs together – she ached in a way she hadn't in years. The slippery wetness was making her squirm.

She decided to slip into her cell to change into dry underwear before doing anything else. It was going to be hard enough to get through today without the distraction of squishing every time she moved. She snorted air through her nose and scowled. Being horny made her cranky, and today was going to be one hell of a cranky day.


	10. Caught in the Act

**Notes for the Chapter:**

> **This chapter came about thanks to suggestions from some awesome reviewers on FFnet. So carylfan and MoulinRouge251078, this one's for you!**

" _Gotta go. Got watch."_

Carol looked incredible, cheeks pink and eyes bright with want. Her lips were parted and still wet from his tongue. She leaned toward him, breathing in little gasps. Her breasts pressed into her shirt with each breath, nipples peaked under the fabric. God, that almost undid him right there. He wanted nothing more than to bury his face in those tits and drown there. Hell, he wanted to strip her naked right here and now, bend her over that table, and fuck her senseless.

...but he really did have watch. And they were in the common room which would soon be swarming with people looking for breakfast. He could already hear folks stirring in their cells. So he took a breath, took his bowl, and fled.

Once he was outside in the cool air, Daryl took an unsteady moment to take stock. One – his cock was straining against his pants, clearly unhappy with his decision to flee. Two – he didn't even have his fuckin' crossbow, so he was going to have to carry one of the rifles stashed by the gates instead, because he was NOT walking back through that room any time soon. And three – he had no clue what all this meant for them or where to go from here.

When he'd peeked into the common room, he'd been terrified she'd be pissed or freaked out about his ill-timed closet boner yesterday. When she wasn't, he was thoroughly relieved, sparking hope that maybe he hadn't ruined whatever it was they had between them. But then she put that damn spoon in her mouth. His brain shut down, and his body went ahead and did whatever it wanted. She was so unbelievably fucking _hot_ sucking on that thing that all good sense went right out the door. But apparently his body knew what it was doing and wasn't chicken shit about doing it, because she was clearly just as turned on as he was.

He turned her on. The thought warmed him up again, and his cock twitched. He grimaced. There was gonna be some fierce blue balls after this.

He started in on his oatmeal before heading for the tower to relieve T-Dog. Since thinking about what he'd just done was not helping his pants get any more comfortable, he focused instead on chewing and tried not to notice the taste of honey.

* * *

His shift on watch lasted for-fucking-ever. He almost wished for a herd to come through just so he wouldn't have to listen to his own thoughts. After hours of irritable pacing and adjusting of uncomfortable crotch, his shift ended when Rick finally came to relieve him. Returning to C-block, he cautiously made his way to his perch, hoping to avoid Carol. He had absolutely no idea what he was going to say to her, and the thought of seeing her made him nervous as a long tailed cat in a room fulla rockers. He just wasn't ready yet. So he slipped quietly in and out of the cell block to retrieve his crossbow then took off to meet Glenn.

The two of them were working to find the breach in the area near the infirmary that had caused all his trouble yesterday. They found it and blocked it off, then searched every attached room and corridor carefully to make sure there were no other entry points and that every walker that had found its way in was dead. It took them the rest of the afternoon to finish dragging bodies outside.

One of the rooms they cleared was the prison's library. After they had finished securing the section, and Glenn had gone off to find Maggie, Daryl returned there to look around. There hadn't been any geeks in the room, so the mess was just junk instead of bodies, which made the place much more pleasant than most of the prison. He wandered around thoughtfully, knowing that Carol liked to read, but he wasn't sure _what_ she liked to read. He pulled a couple of titles from the shelf that he recognized. He'd never read them, but knew they were "classics", so they should be good, right? He could handle talking to her if there was an excuse for it – he wouldn't feel so awkward. That had to be better than just running into her somewhere, getting caught off guard, and lookin' stupid.

It was nearing dinner time, so he tucked the books in the crook of his arm and headed for the common room to see if she was there. He was surprised to find Lori and Beth scrambling around juggling pans and plates, trying to assemble dinner. From the looks of things, they were all going hungry tonight.

"Where's Carol?" he asked.

Lori scowled and pointed in the direction of the cells. "She's been crabby all day, and I got sick of her snapping at me! I told her to go take a nap before I killed her."

Beth rolled her eyes and nodded. "If you're going in there, would you let her know dinner will be ready soon?"

Daryl doubted that, but agreed.

He climbed the stairs with soft steps in case she was still sleeping. He paused at his perch to put away his crossbow and bolts. As he rounded the walkway his sensitive ears caught little moaning sounds coming from Carol's cell. He frowned. Was she having a nightmare? She used to have constant nightmares about Sophia, but he didn't think they came as often anymore. As he stepped closer, the sounds got higher pitched. Was she crying? He was only a few steps away when he heard her cry out softly.

"Daryyyl."

Shit! Was she hurt? She needed him.

"Carol! Are y-" He shoved aside the sheet curtaining the doorway in a rush...and froze. Jesus tits, holy mother of fuck! Time stopped for an instant – just long enough for his entire body to catch on fire and the sight of her to sear itself into his mind.

She lay whimpering on her bunk, eyes closed and body arched and twisting. One hand was pushed up under her shirt, baring most of her belly. Her other hand was worked down between her legs, inside her pants that were open and loose on her hips. Her heels dug into the thin mattress beneath her.

At the sound of his voice, her head snapped up. Her eyes filled with horror as she realized he was there, but it was too late. Her face twisted. "Ohhh, God!" she groaned as she tipped over the edge and came right in front of him. He couldn't tear his eyes away as her orgasm rocked her. She gasped and shuddered and curled herself around her fingers, but her eyes never left his face.

He was breathing nearly as hard as she was. His whole body had gone numb, except for his already overeager cock which was painfully hard and throbbing. He leaned heavily against the wall to keep from falling. The books dropped to the floor with a crack, shocking them both.

Silence stretched as they stared at each other across the cell.

"Oh my God," she whispered, her face draining white. She closed her eyes. "Oh my God."

She sat up and scrambled to cover herself, yanking her shirt down and struggling to button her pants with shaking hands. She drew her knees up and hugged them hard, burying her face in her arms. Her ears were bright red.

"Oh my God. Oh my _God!_ " It was more of a wail now than a whisper.

Daryl remained frozen to the spot. All the blood in his brain had rushed south, leaving him dazed. What the hell was he supposed to do? She was clearly mortified, and he knew anything he tried to say would only make things worse. But leaving without a word was surely worse than that.

"Um. I brought you books," he offered lamely in a ragged voice. He cleared his throat. Her head lifted and she stared at him, expression unreadable. "And dinner's ready."

With that, he turned tail and ran.


	11. Interlude

**Notes for the Chapter:**

> **A suggestion from TheRealSonia on FFnet leads to this brief, flirtation-free dinnertime interlude. What does the rest of the gang think of our heroes?**

Dinner was finally as ready as it was going to get. Most everyone was gathering in the common room. Beth sighed dramatically. Carol was so much better at this than they were. But she'd been so cranky, and she and Lori were bickering something awful. Lori finally got fed up and shooed Carol off to go get a nap. Unfortunately, that left just the two of them to get dinner ready. Usually, one of them helped Carol, and without her here, dinner prep hadn't gone so smoothly. Lori didn't seem concerned, but Beth knew it was going to be disappointing.

Daryl had come through a minute ago looking for Carol, but neither of them had come back yet. Beth was pretty sure there would still be plenty of food waiting for them if they came in late.

The group trickled in and got settled at the tables, tired and hungry from a day full of hard work. Since they'd taken the prison, meal times had relaxed a great deal. Having the safety of walls and fences eased a lot of their stress, so everyone was relatively cheerful and chatty as they sat down to eat.

As Beth and Lori started dishing out food, all conversation stopped as Daryl came storming out of the cell block like his feet were on fire and his ass was catching. He didn't stop to look at anyone, just rushed through the room, crossbow clutched in his hand, and disappeared out the door.

For a moment, everyone stared after him without a word.

"Should someone go after him?" ventured Glenn.

"I'll go!" Carl piped up, pushing his plate away and jumping up.

"No way!" said Maggie. "Did you see his face? Nobody's going anywhere near him without getting punched."

Carl sat back down reluctantly. Gradually, they all returned to chatting comfortably, pushing their food around on their plates, though Beth noticed no one was really eating much.

A few minutes later, there was another awkward break in conversation as Carol rushed through the room, carrying a huge bundle of blankets and pillows. Her bare feet pattered on the concrete floor as she ran through and out the far door, though she went the other direction from Daryl – deeper into the prison, rather than outside.

Beth leaned over to whisper to Lori. "Is she OK? Did you see her face? It looked like she's been crying!"

Lori grunted. "Grumpy as she's been today, they probably just got in a fight."

"A fight?" Rick asked. "You think they were fighting?"

Lori chuffed. "I don't _know_ , Rick. I'm not a mind reader."

Rick scowled and turned away.

"Well, shouldn't someone go after her?" Glenn asked.

There was an awkward pause. No one volunteered. T-Dog looked thoughtful, but everyone else just nervously poked at their food.

"So..." Maggie hesitated.

"What?" Beth prodded.

"Do you guys think they're – you know – _together_? And that was a lover's spat?" Her eyes sparkled.

Glenn groaned. "Maggieeeee! I keep telling you it's not any of our business!"

"What? I'm curious! I can't help it!"

Rick frowned. "You think they might be together? Like, together-together?"

Beth rolled her eyes. Didn't Rick have eyeballs?

"Are you blind? Carol won't talk about it, but I know they're totally together." Lori's tone was condescending.

"Eww, gross!" Carl wrinkled his nose.

"Knock it off, Carl," snapped Lori and Rick together. They glared at each other.

"So neither of them have said anything to any of you?" Maggie kept pressing.

"Come on, you guys! Can't you let this go? It's not our business! Besides, if Daryl found out we were talking about this, he'd kick all our asses!" whined Glenn.

"Well, that's true," conceded Maggie.

"I think they're sweet," added Beth. "It doesn't matter if they're together or not. They're clearly in love and that's a wonderful thing."

Maggie made a disgusted noise. "Sweet? Whatever. I want to know if they're doin' it!"

"Maggie!" Glenn, Rick, and Beth shouted in unison.

"There are _children_ present!" Lori looked offended for her son.

"Moooooooom! I'm not a kid!" howled Carl.

The room erupted in overlapping voices as they all tried to argue or defend their position. All the shouting made Beth nervous.

"Everybody SHUT IT!"

The room fell deadly silent as all eyes turned toward Hershel who had been sitting quietly up until this point.

"Glenn is right. They're grown adults, and what they do or do not get up to in their own time is not any of our concern. You all should be ashamed of yourselves. They are both very private people and putting their personal lives on display is disrespectful." Hershel had on his best dad-voice.

"Sorry, daddy," murmured Maggie. She and everyone else at the tables eyed their plates guiltily.

They all picked at their food in silence after that.

Then Daryl suddenly barreled through the room again, back to the cells. He kept his eyes firmly on the floor. After a pause, T-Dog quietly stood and disappeared into the cell block after him. The rest of the group looked at each other curiously, but said nothing.

A few minutes later, the two of them came back into the common room. T-Dog gave him an encouraging clap on the shoulder, and Daryl, looking decidedly red in the face, went off again, this time the same direction Carol had fled earlier. T-Dog returned to his seat wearing a Mona Lisa smile.

"Uhhhh, what was that?" demanded Maggie.

"What was what?" asked T, eyes wide and innocent.

"Come on, you know something, don't you? Tell us, pleeeeeease!" Maggie begged him.

Hershel's raised a warning voice. "Maggie..."

"Oh, fine! Don't tell me. I don't care."

"Sorry, folks. No story here. I ain't got nothin' to say." T-Dog smiled smugly and settled down to choke down his dinner in silence.

After a few grumbles and gripes, the rest of the group tucked in, as well. Eventually more ordinary dinner conversations cropped up – plans for tomorrow, stories about their lives before the end of the world, and wishful talk about hot showers, central heating and air, and crappy reality TV. Beth gazed down at her plate and fiddled with her fork. She hoped Carol and Daryl _were_ together. They both deserved to be happy.


	12. Revelation

In a panic, Daryl turned and ran away from Carol's cell, face burning. He swept up his crossbow on his way down the stairs, slinging his quiver over his shoulder. There were way too many pairs of eyes on him as he rushed through the common room. Everyone was sitting down to dinner, and he knew they were all staring at him, wondering what he'd screwed up now. He had to get out of here.

As he left the building, he broke into a jog. He trotted down to the gate and fumbled it open. He locked up after himself and took off into the forest at a run. As he ran, his mind raced, too. He couldn't shake the images of Carol out of his head. Both the incredible image of her shuddering and gasping and the terrible, awful image of her horror at being seen. He could see how painfully humiliating it was to her, and yet here he was still lusting after her like a goddamn alley cat. A growl of frustration ground out of him – how could he be such an asshole? He ran harder to try and make his brain shut up.

Eventually he had to slow down. Breathing hard, he slowed to a walk.

Dammit. He felt horrible about what happened. He felt worse about being aroused by it. Terrible as he felt, the truth was, watching her orgasm was the single hottest thing he'd ever experienced in his life. She had been impossibly beautiful, and he wanted her more than he'd ever wanted anything in his life. But he'd fucked everything up. She'd never speak to him again. Hell, she probably wouldn't ever _look_ at him again, and he couldn't blame her.

If he didn't know the blood would attract walkers, he'd beat his head against a tree.

It made his chest ache, thinking he might lose her. Then he shook his head. You can't lose what you don't have, dipshit. She certainly deserved better than having to put up with his stupid ass. But he had to admit they had _something_ , though. His friendship with her was special – different from anyone else. Different from anyone he'd ever known. But that was Carol. _She_ was special, and she made _him_ feel special. She was sweet, caring, funny, sassy, and beautiful, and holy shit was he in love with her?

He stopped abruptly. Was that what this weird feeling was? Was he actually in love with her? He was shocked he hadn't thought of it before. The only people he'd ever loved were his mama and Merle, and that had always been a sort of twisted mix of love, anger, and pain. Of course he was attracted to Carol – she was amazingly sexy. But he hadn't recognized that what he felt was love without the pain.

He loved her. He sank weakly down to sit on a rotting log, his crossbow slipping down to land softly in the leaves. He loved her.

The revelation set him reeling.

He had to tell her. She had to know how he felt – that he'd finally figured it out. Of course she hated his guts now, but it didn't matter. Now that he understood it, the feeling filled his heart until he thought he'd suffocate. He had to share it with her.

He had to go back.

Scooping up his crossbow, he set off for the prison at a run.

* * *

When he made it back it was fully dark. There was just enough moonlight to make his way. He'd only encountered a few walkers and had avoided them when he could. He didn't want to waste any time if he could help it.

Once he approached the gate, he slowed to a walk to catch his breath. He hurried into C-block and made his way through the common room without making eye contact with anyone. He only wanted to talk to one person. He took the stairs two at a time, dropped his weapons on his mattress, and went straight to Carol's cell. He knocked, but there was no answer.

"Carol?" he called out softly. He peeked his head past the curtain, but the cell was empty. Where had she gone?

"She left," T-Dog's voice came from below.

"Where?"

"Not sure, but she headed into the prison, not outside. She looked upset."

"Shit." Daryl started down the stairs to go after her.

"Hang on, man." T-Dog held out a hand to keep him from rushing off. He ducked into his cell and rummaged around. "If you're going after her, I got something for you."

He came out of his cell with a grin on his face. "I don't know what you two got goin' on, and I don't care. Whatever you did to piss her off, you need to go make it up to her. She's a good woman. Don't be fuckin' this up."

He handed Daryl a box of condoms.

Daryl stared at it stupidly, and T-Dog laughed. Blushing furiously, Daryl stuffed the box deep in his pocket.

"Thanks," he mumbled.

"Now go get 'er!"


	13. BOOM

"Oh my God...Oh my God!"

Carol had never been more humiliated in her whole life, and that was after being married for eighteen years to a man who got off on humiliating her. She felt sick and dizzy, and she feared she might throw up.

Her body was still thrumming from the most confusing orgasm ever. She'd been horrified when Daryl had burst in on her and _watched_ while she came helplessly in front of him. Physically, it had been incredible. The lust she'd seen in his face drove her every nerve to screaming with an intensity she'd never known before. Emotionally, it was a disaster. She was mortified.

Burying her face in her arms, she wished she could disappear. She couldn't bear knowing he was still there looking at her.

"Oh no. Oh my _God!_ " She knew she was wailing, but she couldn't stop any more than she could stop her face from flaming. Tears filled her eyes. Great. Just what she needed.

"Uh. I brought you books." His voice was rough and low. He cleared his throat.

Carol looked up, not believing his words.

"And dinner's ready." He dropped his eyes and bolted.

Seriously? _'I brought you books?'_

She sat hugging her knees as the tears started to roll. Flinging herself back onto her pillow, she let them come, her whole body shaking with sobs.

_'Dinner's ready?'_

Maybe she was completely crazy, but it was suddenly the funniest thing she'd heard since the end of the world. Her sobs mixed with hysterical laughter, making her breath come in hiccuping gulps.

She couldn't be in here any more. The laughter abruptly died, and she was left with just tears again. She jumped down from her bunk, dragging her blankets and pillow after her. She had to get away from this cell.

It was getting dark, so she grabbed her flashlight. Bundling up her bedding into an awkward heap, she ran down the stairs and through the common room, avoiding the curious glances from the others having dinner. She ran to the only other place she knew.

They had secured the inner part of the prison around the infirmary today, so that's where she went. Once she was there, she stopped and looked around. It was disgusting. The walkers that Daryl and T-Dog had killed had been dragged away, but no one had been able to clean up the gory mess that remained yet. She couldn't stay here.

Picking her way carefully around the gunk on the floor, she opened the closet they had been trapped in and grabbed another armful of pillows and blankets. If she was going to sleep on the floor in some dark corner of the prison for the rest of her life, she was going to need pillows. Leaving the infirmary, she wandered the hallways, not sure where to go.

Books. He brought her books. They must have found the prison library around here somewhere. She'd go there.

She poked her head through every unlocked door she came across until she found it. It wasn't huge, but it seemed clean. There was no walker stink, and as she shined her light around, she didn't see anything either dangerous or gross. This would do.

She flung her pile of bedding unceremoniously onto the floor in a corner away from the door. Curling up on her nest, she wrapped herself up in her blanket and stared at the shelves around her. When she ran, she had no plan beyond escaping. Now that she was here, she didn't know what to do. She just knew that she never wanted to lay eyes on Daryl Dixon ever again. Leaning over, she grabbed a book randomly off the shelf next to her, opened it up, and began to read.

* * *

She didn't know how long she'd been sitting there, but she suddenly realized she'd been reading the same line over and over for at least ten minutes without having any idea what it said. Frustrated, she flung the book away. It hit the wall with a dull thunk.

The door to the library rattled. _Shit!_ Walker? She thought they'd cleared this area, but maybe one found its way in. She had no weapon with her, no way to protect herself. Idiot! Fear skittered through her. She cast about, looking for anything she could use to save herself, but there was nothing except books and pillows. The door opened. Scrambling to her feet, she ducked around the end of the shelf. There on a desk was a lamp. She grabbed it in shaking hands and left her flashlight in its place, providing enough light to see, but without giving away her location. She slipped down the aisle between shelves, trying to spot the walker. When she got to the end, she could hear it moving just around the corner. If she could knock it down, she might be able to get past it to the door. Raising the lamp and steeling herself, she stepped quickly around the corner.

But before she could even see anything, it had grabbed her wrists. The lamp crashed to the floor and she shrieked, trying to pull out of its grasp.

"Whoa! Take it easy, woman!"

She froze and looked up. Daryl held her wrists. Not a walker.

Daryl.

She yanked her hands away and smacked him in the chest. "Asshole! You scared the SHIT out me!"

"Sorry."

She flushed under his eyes. "What are you doing down here?"

"I had to see you," he said, his voice barely above a whisper.

"Didn't you see enough already?" she snapped. She regretted saying it as soon as it left her lips. Embarrassed tears burned hot in her eyes.

"Carol-"

"Go away! I don't want you here. I came here to hide from you, for Christ's sake."

"Carol, please?" His soft plea made her insides twist.

She folded her arms tightly in front of her and wouldn't meet his eyes. She sighed heavily. "Fine. What?"

Now that she was listening, he seemed to get nervous. His feet shifted, and he mumbled around the thumbnail in his mouth. "I'm sorry for what happened. It was an accident."

Her anger with him ebbed. Of course she knew that. It was just incredibly terrible timing that this whole awful thing happened. That didn't make it any less humiliating.

"I know," she whispered.

"If I could take it back, I would. I'd never hurt you on purpose. You know that, right?"

She looked up at him and nodded, the hot tears starting to spill over.

He hesitated at her tears, apparently unsure how to react. His face twitched as he struggled with himself, eyes tormented. Very slowly, he reached a hand toward her. She flinched slightly, but didn't pull away. He brushed his thumb over her cheek, wiping away the tears there. Her lips trembled. His other hand came up to brush the tears from her other cheek. His fingers stroked her jaw, stroked her hair back over her ears. Butterflies danced in her stomach at the tenderness on his face. She'd never seen him so soft and gentle before.

"You know I ain't the best at talking about stuff, but I had to come see you. I uh, I sorta realized that I...um." He took a shaky breath and swallowed hard. He seemed to lose his nerve, pulling his hands away and dropping his eyes.

"Daryl?" Her voice wavered.

He scrunched his face up and rubbed the spot between his eyebrows. "Shit. I thought this'd be easier."

He scrubbed his face with his palms and ran his fingers back through his hair, leaving it more rumpled than usual. His blue eyes were bright in the dim light.

"Fuck it," he said, putting his hands squarely on her shoulders. "I am completely fucking crazy for you, and I don't know why the fuck it took me this long to figure it out."

The tension fell out of Carol's body in a rush. She wobbled on weak legs. She knew her mouth was hanging open, but nothing came out. She couldn't possibly have heard him right.

Now that he said it, he couldn't seem to stop. "You're an amazing woman, and I know I don't deserve you, but dammit, I love you. I ain't known anyone like you before – you're wonderful, and frustrating, and confusing, and so goddamn beautiful I can't even say."

She just kept staring at him, her mind in a whirl. Her lack of response seemed to make him nervous again. His hands on her shoulders loosened a little and he bit at the inside of his cheek.

"So. Um. I'd like to kiss you. Would that be, you know...OK?"

He was so adorable she couldn't help but smile in spite of herself. "I would like that very much."

A smile quirked the corner of his mouth. He stepped closer, dropping his hands to her waist. She rested her hands softly on his biceps and tipped her face up toward his. He let his lips brush lightly over hers, making her shiver. He leaned back to judge her reaction.

"More," she demanded.

Want flared in his eyes. He pulled her tight to his chest and kissed her hard. She opened herself to him and his tongue slipped in to taste her hungrily. She hummed her pleasure as he explored her mouth. She wrapped her arms tightly around his neck. He moved his mouth to her throat, kissing and licking his way from her jaw to her collarbone. She moaned and tipped her head back to give him room to work. With one long sweep of his tongue, he made his way to her earlobe – the same one he'd nipped that night in the yard by the bus. He took it into his mouth and suckled on it.

"Oh!" She gasped at a rush of wet heat deep within her.

"You like that?" he murmured into her ear.

"Oh, yes!" she breathed.

He scraped her lobe with his teeth and nibbled his way around the delicate edge of her ear. She squeaked and shivered at the sensation.

Pulling back, he loosened his arms around her and let his hands rest at her waist again. He looked at her with half-lidded eyes. "Now kiss me."

She felt suddenly shy, but she slipped her palms to his cheeks and pulled his mouth to hers. She laved his lower lip with her tongue, then pressed into his mouth. His fingers tightened around her waist, bolstering her courage. She kissed him with abandon then, throwing self-consciousness out the door. One hand moved to the back of his neck to change her angle of attack, letting all her long-built feelings for him drive her. Her other hand slipped down between them and stroked the length of his erection. He sucked in a hissing breath and squeezed his eyes shut.

"Do that again," he groaned.

Smiling into his mouth, she stroked him again, feeling him grow even harder in her hand.

He groaned again, wordlessly this time, and covered her hand with his. He dragged her hand away and brought it to his mouth, kissing each of her fingers in turn.

"Minx," he slurred.

She laughed.

"If I tell you something, will you promise not to get mad?" he asked softly.

"You can tell me, but no promises."

He pulled her close again and let his lips brush her ear as he spoke. "Watching you come was the hottest thing I've ever seen. Were you thinking of me when you touched yourself?"

"Daryyyyyl..." she squirmed in embarrassment, but he held her close and nuzzled her ear.

"I want to watch you come again. Can I make you come?"

She moaned weakly and nodded.

He took her hand and led her over to the desk where her flashlight still shined. Her cheeks heated as she realized he wanted her in the light. He wanted to see her. His hands slipped under the fabric of her tank top and slowly slid it up and over her head. He pushed her bra straps off her shoulders and drew her close, pressing kisses along one shoulder and up the side of her neck. As he kissed her, his fingers worked behind her to unclasp her bra. She pulled it from her and dropped it to the floor. His hands slid along her ribs up to cup her breasts. He groaned into her neck and bit her tender skin. She sighed and wrapped her arms around his neck.

He eased himself back to look at her. Her face flushed at being bare in front of him. She wasn't young anymore and she knew the number of scars on her body was alarming. But his eyes darkened with desire as he looked at her.

"God, I want you," he growled as he lowered himself to take her breast in his mouth. One arm held her close so he could suck and tease at her nipple. The other hand slid down over her hip and squeezed her ass, pulling her to him. Her fingers clutched at his hair and shoulders as she arched into him. She cried out as the sensations from his mouth and tongue made her flood with wetness. The tingling between her legs became a throbbing ache.

He moved his mouth to work her other breast. His hands moved to fumble at her waistband. She felt her pants loosen and he shoved them and her underwear down to her knees. His hands reached around to circle the backs of her thighs. They slid in and up until he cupped both cheeks and squeezed. He finally pulled his mouth from her breast and looked into her eyes.

"Do you want to come for me?"

She nodded, her whole body shaking with her need.

"Ask me."

Her face flushed, but she asked. "Please? Will you make me come?"

Smiling, he lowered himself to his knees, hands spread wide on her hips. He leaned his face in close to her and breathed deep. "You smell good."

He slid his palms down the sides of her thighs, then all the way up the fronts, letting his thumbs push between them. The throbbing was becoming unbearable. Finally, he slipped one hand between her legs and ran his fingers along her slick opening. She pulled in a ragged breath as he pushed one finger and then a second inside her.

He nuzzled his nose into her curls, seeking her swollen clit. When he pressed his mouth on her, she cried out and wavered. His free hand reached around to steady her, but he didn't interrupt his efforts with mouth or fingers.

She was whimpering now and getting louder as the pressure built. "Oh, God! Daryl!"

He pulled his mouth away and replaced it with his thumb on her clit so he could watch her face. "Look at me, darlin'! I wanna see you."

She looked down to meet his eyes, and that was it for her. With a wailing moan, her universe shattered into a million pieces. She shuddered and shook against him as wave after wave hit her. When it was over, she slumped weakly forward to rest her hands on his shoulders. His eyes took it all in greedily.

When he slipped his fingers from her, she shuddered again. He rose to his feet and pulled her into his arms. She clung to him limply as she struggled to catch her breath. When she had recovered somewhat, he put his hands at her waist and lifted her up to sit on the desk behind her. He crouched down and stripped her pants and underwear the rest of the way off her. He plucked the underwear out and tucked them into his back pocket.

"Daryl!" She tried to snatch them back.

"Nope." He caught her hands and held them. "Mine now."

"Come on! I don't have that many pairs!" she pleaded.

"Tough. I'll bring you more."

She sighed and rolled her eyes knowing it was no use arguing. Instead she reached out for him, pulling him to rest between her knees at the edge of the desk. She kissed him softly and gazed up into his eyes.

"You know what I'd like?"

"Hmm?"

Blushing at her own audacity, she pulled him down so she could whisper into his ear. "I'd like to tear those clothes off you and suck your cock for a while. Would you mind if I did that?"

"Hnngh," he groaned.

"And then maybe if you're good, I'll let you fuck me. How does that sound?"

He twitched and nodded.

She smiled and grabbed a fistful of his shirtfront. Pushing him away, she hopped down from the desk. She led him to her pile of blankets and stood him in front of it. She unbuttoned his shirt and shoved it down off his shoulders. She admired his arms all the time, but she'd never seen him shirtless before. He was lean and well-muscled, and like her, he had many, many scars.

"Mmmm. You're beautiful, Daryl. Do you know that?"

He snorted. She reached up and caught his face in one hand.

"Listen to me, Daryl Dixon. You're a beautiful man. Inside and out. Don't ever doubt that." She turned his head side to side as she regarded him. "You could use a haircut, but other than that..."

He growled, swatted her hand away, and grabbed for her waist with tickling fingers. She shrieked and jumped away.

"NO! It's my turn! No tickling! Don't interrupt me. If you're not good, you don't get to fuck me," she scolded him.

He immediately dropped his hands and bit his lips.

"Good boy!"

She made him sit on the blankets and pulled his boots and socks off him. She pushed him back onto the pillows and straddled him. Leaning over him, she kissed along his jaw, letting the scruff on his cheeks tickle her nose. His hands drifted up to cup and squeeze her breasts. She kissed and licked her way down his chest, sucking briefly on a nipple and smiling when his breath caught. Her hands worked at his belt while she dipped her tongue into his belly button. She unfastened his pants and pushed them down just a little. He groaned in frustration, then hissed as she scraped her fingernails low across his abdomen. With every sound he made, her own desire grew again. She wanted this man more than she would have thought possible.

She moved down to his feet, dragging his pants and boxers with her, stripping them off him. Something fell from his pocket – a box of condoms. She raised an eyebrow at him. He shrugged.

"Matchmaking gift from T-Dog," he said.

She laughed and shook her head, setting the box to the side.

She sat for a moment at his feet, caressing his ankles while she admired his naked body on display in front of her. Uncomfortable with the scrutiny, he started to sit up. She held up a finger and said firmly, "No! Bad!" Immediately, he settled back on his pillows. Pleased, she thought she could get used to an obedient Daryl.

Crawling forward, she pushed his thighs wider to make room for her to kneel between them. She spread her hands on his thighs and smoothed them up the length of his body as far as she could reach and back down again. Then she wrapped a hand around his cock and stroked hard. He tensed and groaned deep in his throat. She leaned forward and took him into her mouth as deeply as she could. His groan turned into a strangled, hitching gasp, which renewed the wet warmth between her legs. He was already dripping, and it made her giddy knowing she did that to him. She worked his cock with her hand and mouth, swirling her tongue around him and sucking. He shuddered under her and his hands twitched near her head. He gasped again and lurched forward to touch her cheek.

"Carol! Stop – I can't hang on if you don't stop. Please, I want to come inside you. Let me fuck you."

She stopped moving for a moment, but didn't let him go. She really wanted to make him come in her mouth, but decided she wanted him inside her more, so she pulled her mouth from him, sucking hard.

"Hnnngh! Carol, please!"

"Only because you asked nicely." She grabbed a foil packet from the box of condoms and tore it open. She slithered up his body, dragging her breasts across his skin, making him breathe erratically. She straddled him and reached between them to roll the condom on.

"Please!"

She took him inside her. She gasped as he stretched her and paused to let her body adjust. Then she began to move with him. They took a moment to find a rhythm. His hands were on her hips, guiding her. He slipped a thumb down to rub against her clit. His eyes were focused on her face, watching her reaction, determined to build her up again before he let himself go.

Heat coiled tight deep inside her, and she whimpered, feeling herself clench around him. She cried out as she tipped over the edge once again, taking him with her this time.

"Shit! God, Carol, fuck!" He grunted and thrust hard into her, shaking. She could feel the pulsing of his cock as he emptied himself deep inside her.

She collapsed onto him and kissed his neck. Both of them were breathless and sweaty. "I love you, Daryl. You have such a way with words."

"Jesus Christ, woman. I almost died. Give me a break."

Laughing, she rolled off him to cuddle up against his side and burrow under some of the blankets. The cooling sweat on her body made her shiver. He pulled off the condom and tossed it aside. He dragged another blanket over them.

A few minutes later, she was drowsing off into sleep when he spoke again.

"Do you really?" he asked.

"Hmm?" Her sleepy brain was lost.

"Do you really love me?"

She opened her eyes and turned him to face her with a hand to his cheek. "Of course I do. I have for ages. I've just been waiting for your slowpoke ass to catch up." She patted his cheek and closed her eyes again with a smile.

"Smart ass."

She snuggled closer, flinging her leg across him, and he slid his arm down to grope her butt. They drifted to sleep in a happy tangle of arms and legs.

**Notes for the Chapter:**

> **A/N: When they wake in the morning (after lots and lots of dirty, sexy sex), they go to work bringing the vehicles inside the gates at the beginning of 3x04 Killer Within. In my world, this is why Daryl's in such a good mood, teasing Glenn and Maggie up in the guard tower. Also makes it double extra evil when he thinks Carol has died later on. I'm a mean one. I know.**


	14. Epilogue

**Notes for the Chapter:**

> **An itty bitty epilogue for Xira's birthday and because Surplus Imagination said to.**

They burst through the doors to the library in close formation, Rick, Maggie, and Glenn all shouting for Carol and Daryl. As soon as they were past the first shelf, T-Dog knew he'd been right all along. He grinned broadly. There in the corner was a pile of pillows and blankets. A tangle of limbs was flailing around, grabbing at blankets and pulling them to cover a whole lot of bare skin. The pre-dawn light coming in the windows was just enough to give them all quite a show.

"Jesus Christ, what the hell is all the racket? You tryin' to give me a heart attack?" Daryl's voice cut through the noise.

His words brought the room to silence. Everyone but T was gaping with open mouths at the couple before them, weapons held limply in their hands.

"I guess that answers that!" Maggie's triumphant declaration earned a punch in the arm from Glenn.

T-Dog elbowed Rick. "Told you they were fine. Didn't need to drag us all outta bed."

Rick shook himself and at least made some attempt at explanation. "Uh, wow. Um, sorry to wake you. When I came in from watch this morning, I realized neither of you were in the cell block. I thought you'd run into walkers again. I didn't – _we_ didn't realize..."

He stumbled to a halt. "Sorry," he finished lamely.

"Well, get the hell out! We ain't in trouble and we ain't dead, so get lost!" Daryl growled. He wrapped an arm around a pink cheeked Carol and pulled her close, surprising everyone, including Carol.

"Right," said Rick. "We'll just...go...then."

T-Dog and the others hustled back out the door, closing it behind them. Now that the perceived danger had evaporated, they headed back toward the cells. Maggie was grinning fit to bust and poking Glenn in the shoulder. He tried to wave her off.

"C'mon, Maggs, knock it off. Let's go back to bed." The two of them turned to head off to wherever they'd been sleeping lately.

Rick just looked bewildered.

"I can't believe it!" Rick shook his head.

"Why not?" T-Dog knew Rick couldn't be _that_ obtuse. "It's been a long time comin' with them."

"It's just...I owe Hershel a candy bar now."


End file.
